Fee petition mechanics · Updated June 2026

Executive compensation attorney fee petition mechanics: ISS Say-on-Pay recommendation response advisory, Glass Lewis executive compensation review advisory, and SEC Compensation Discussion and Analysis comment letter response advisory

Executive compensation attorneys advising public companies on proxy statement disclosure and Say-on-Pay vote strategy — whose time records must satisfy the lodestar arithmetic required in any fee petition arising from shareholder derivative actions challenging executive compensation under Exchange Act § 14A or Delaware entire fairness doctrine — generate three billing gaps driven by the arrival of ISS Say-on-Pay recommendation response advisory calls on ISS's proxy season publication calendar, Glass Lewis executive compensation review advisory calls on Glass Lewis's Proxy Paper publication calendar, and SEC Compensation Discussion and Analysis comment letter response advisory calls on SEC Staff's review calendar: ISS Say-on-Pay recommendation response advisory calls on ISS's proxy season publication calendar (6 proxy clients with ISS high-concern compensation flags × 4 advisory calls × 38 min × 55% untracked ≈ 8.4 hrs = $3,780–$5,670/year at $450–$675/hr), Glass Lewis executive compensation review advisory calls on Glass Lewis's Proxy Paper publication calendar (5 proxy clients × 3 advisory calls × 35 min × 55% ≈ 4.8 hrs = $2,160–$3,240/year at $450–$675/hr), and SEC CD&A comment letter response advisory calls on SEC Staff's review calendar (3 clients in active SEC review cycles × 5 advisory calls × 32 min × 55% ≈ 4.4 hrs = $1,980–$2,970/year at $450–$675/hr). For a solo executive compensation practice, the annual billing gap is $7,920–$11,880.

TL;DR

ClaimHour captures every ISS Say-on-Pay recommendation response advisory call that arrives on ISS's proxy season publication calendar, every Glass Lewis compensation review advisory call that arrives on Glass Lewis's Proxy Paper publication timeline, and every SEC CD&A comment letter response advisory call that arrives on SEC Staff's review calendar — passively, no timer, no audio, no call contents. $29–$59/mo. No PMS required.

ISS Say-on-Pay recommendation response advisory: calls on ISS's proxy season publication calendar

Institutional Shareholder Services (ISS) reviews the proxy statements of public companies under Exchange Act § 14A, 15 U.S.C. § 78n-1, which requires public companies to submit executive compensation to a nonbinding shareholder Say-on-Pay vote at least once every three years. ISS evaluates the compensation program against its proprietary pay-for-performance methodology and QuickScore governance rating system, publishing proxy analyses and vote recommendations on its own proxy season calendar — not on any calendar the attorney or the company can predict or control with precision. Because ISS publications arrive on ISS's own review schedule 6–8 weeks before each company's annual meeting date, and because the annual meeting dates are clustered in the April–June proxy season for calendar-year companies, ISS Say-on-Pay advisory calls arrive in a compressed seasonal window that attorneys consistently underlog.

Four ISS Say-on-Pay recommendation response advisory call types that arrive on ISS's proxy season publication calendar: (1) ISS preliminary QuickScore adverse alert advisory call — arrives when ISS flags the proxy statement 6–8 weeks before the annual meeting date on ISS's own review calendar, requiring advisement on the specific QuickScore governance metrics that triggered the adverse flag (executive compensation pay-for-performance alignment, problematic pay practices such as single-trigger change-in-control provisions, tax gross-ups, or excessive perquisites, board responsiveness to prior Say-on-Pay vote outcomes), how to engage ISS through the company's proxy data submission portal to correct factual errors in ISS's data inputs before the preliminary analysis is finalized, and whether to proactively engage major institutional shareholders before the ISS draft analysis is published (35–50 min); (2) ISS draft proxy analysis shareholder engagement advisory call — arrives when ISS publishes preliminary vote recommendation 3–4 weeks before the annual meeting, requiring advisement on the ISS draft recommendation's pay-for-performance analysis methodology, whether to submit supplemental proxy materials correcting ISS's factual findings under SEC proxy supplement rules, how to frame shareholder outreach to institutional investors who rely on ISS recommendations as a default vote policy, and whether the ISS draft recommendation creates material risk of a Say-on-Pay vote failure that warrants public disclosure (38–50 min); (3) ISS final proxy analysis publication and shareholder outreach advisory call — arrives when ISS publishes final proxy analysis 2–3 weeks before the annual meeting, requiring advisement on the final vote recommendation, which institutional shareholders remain persuadable through direct outreach and supplemental disclosure, whether to revise the company's proxy statement through a Rule 14a-12 soliciting communication, and how to document the company's shareholder engagement efforts for the following year's CD&A disclosure under Item 402(b)(1)(vii) of Regulation S-K (35–48 min); (4) annual meeting vote outcome and derivative litigation screening advisory call — arrives on or within 3 business days after the annual meeting when Say-on-Pay vote results are known, requiring advisement on whether a failed Say-on-Pay vote (below 70% approval) creates board responsiveness obligations under ISS's subsequent-year evaluation criteria, whether the vote outcome and any affiliated shareholder litigation demands require Form 8-K disclosure under Exchange Act Item 5.02, and whether the vote outcome provides plaintiffs' counsel a basis for a shareholder derivative demand challenging executive compensation under the Delaware entire fairness doctrine or Exchange Act § 14A (30–42 min). ISS proxy analysis publication dates and annual meeting dates are publicly disclosed in SEC proxy filing headers — enabling Welch v. Metropolitan Life, 480 F.3d 942, temporal correlation from public records. At 55% untracked: 6 proxy clients × 4 advisory calls × 38 min × 55% = 499.2 min / 60 ≈ 8.4 hours = $3,780–$5,670/year at $450–$675/hr.

Glass Lewis executive compensation review advisory: calls on Glass Lewis's Proxy Paper publication calendar

Glass Lewis publishes its Proxy Paper executive compensation review and vote recommendation on its own publication calendar, independently of ISS's QuickScore and proxy analysis schedule. Glass Lewis and ISS frequently reach different conclusions on the same compensation program — applying different pay-for-performance methodologies, different views on compensation peer group composition, and different assessments of the significance of specific compensation practices — which means that companies facing adverse ISS recommendations frequently face distinct Glass Lewis advisory calls on a different publication timeline. Because Glass Lewis and ISS operate on separate and non-synchronized review calendars, executive compensation attorneys who serve proxy clients facing both ISS and Glass Lewis scrutiny generate two separate advisory call cycles on two independently-scheduled external calendars.

Three Glass Lewis executive compensation review advisory call types that arrive on Glass Lewis's Proxy Paper publication calendar: (1) Glass Lewis preliminary Compensation Scorecard adverse alert advisory call — arrives when Glass Lewis flags the proxy statement 4–5 weeks before the annual meeting on Glass Lewis's own review schedule, requiring advisement on the specific Compensation Scorecard metrics that triggered the adverse flag under Glass Lewis's executive compensation assessment framework (pay-for-performance alignment, peer group selection methodology, pay magnitude relative to peers, compensation structure and design concerns), whether to engage Glass Lewis through its company data correction process to correct factual errors in Glass Lewis's compensation data inputs, and how the Glass Lewis preliminary assessment differs from the ISS QuickScore assessment in its specific areas of concern and remediation strategies (32–45 min); (2) Glass Lewis company supplemental submission response advisory call — arrives when the client decides to submit a supplemental proxy disclosure or company letter in response to Glass Lewis's preliminary concerns, requiring advisement on the specific supplemental disclosure content that Glass Lewis's review process accepts and the procedural deadline for submission before Glass Lewis finalizes its Proxy Paper, how to frame the supplemental disclosure to address Glass Lewis's pay-for-performance methodology without inadvertently conceding any point that would support an ISS adverse finding or a derivative litigation theory, and how to coordinate the Glass Lewis supplemental submission with the company's parallel ISS engagement strategy (35–48 min); (3) Glass Lewis final Proxy Paper shareholder engagement advisory call — arrives when Glass Lewis publishes its final Proxy Paper with the Say-on-Pay vote recommendation, requiring advisement on the final vote recommendation, which institutional shareholders follow Glass Lewis as their default vote policy (distinct from ISS-following shareholders), how to prioritize the remaining shareholder outreach across the ISS-following and Glass Lewis-following segments of the institutional shareholder base, and whether the Glass Lewis final Proxy Paper's specific concerns require any additional Rule 14a-12 supplemental soliciting communication before the annual meeting (30–42 min). Glass Lewis Proxy Paper publication dates are independently verifiable from SEC proxy supplement filing dates on EDGAR — enabling Welch temporal correlation from public records. At 55% untracked: 5 proxy clients × 3 advisory calls × 35 min × 55% = 288.75 min / 60 ≈ 4.8 hours = $2,160–$3,240/year at $450–$675/hr.

SEC CD&A comment letter response advisory: calls on SEC Staff's review calendar

The SEC Division of Corporation Finance reviews proxy statements and Form 10-K annual reports (which incorporate the CD&A by reference under Item 11) for compliance with Item 402 of Regulation S-K, 17 C.F.R. § 229.402, which requires detailed disclosure of executive compensation including the Compensation Discussion and Analysis narrative, Summary Compensation Table, and other compensation disclosure tables. When SEC Staff identifies deficiencies in a company's CD&A disclosure — including insufficient narrative explanation of the compensation committee's decision-making process, inadequate disclosure of performance metrics and targets, or material omissions in the named executive officer compensation tables — it issues a comment letter requiring a written response within 10 business days. The comment letter review cycle typically runs two to four rounds before SEC Staff issues a clearance letter. Because both the initial comment letter and each subsequent round of comments arrive on SEC Staff's own review timeline — 30–60 days after the proxy or Form 10-K filing for the initial comment letter, and at Staff's discretion for each follow-up round — CD&A comment letter advisory calls arrive without any advance notice to counsel.

Five SEC CD&A comment letter response advisory call types arriving on the SEC Staff's review timeline: (1) initial CD&A comment letter receipt and response strategy advisory call — arrives 30–60 days after the proxy statement or Form 10-K is filed when SEC Staff issues the initial comment letter under Item 402 of Regulation S-K, requiring advisement on each comment's specific factual or legal basis, whether any comment reflects a genuine disclosure deficiency or an overly broad Staff interpretation of Item 402's requirements, how to prioritize the response to the most consequential comments (those that implicate prior-year restatement risk or that could generate derivative litigation theories if not corrected), and whether any comment requires the company to amend its pending proxy statement before the upcoming annual meeting date (32–45 min); (2) first-round response letter drafting advisory call — arrives within the 10-business-day response period when the attorney and compensation committee counsel are drafting the company's response letter to each SEC comment, requiring advisement on the specific disclosure language to add to the CD&A narrative, whether any response commitment requires an amendment to the already-filed proxy statement under Rule 14a-6, how to frame the response to each comment to close Staff's inquiry without inadvertently expanding the scope of review to additional compensation program features not identified in the initial comment letter, and the appropriate level of detail for the supplemental response (30–42 min); (3) supplemental information and exhibits submission advisory call — arrives when the attorney determines that the response letter requires supplemental compensation data, peer group analysis, or exhibits that were not included in the original proxy statement, requiring advisement on what supplemental information is necessary and sufficient to satisfy Staff's concern, whether the supplemental information creates any new disclosure obligations in the next annual proxy cycle under Item 402(b)(1), and how to ensure that the supplemental information is consistent with the company's pending Form 10-K or 10-Q filings (28–40 min); (4) SEC Staff follow-up oral comment or second-round written comment advisory call — arrives when SEC Staff issues follow-up oral comments during a telephone call or issues a second-round written comment letter after reviewing the company's initial response, requiring advisement on the specific concern Staff is pressing in the second round (which often reflects Staff's view that the first-round response did not fully satisfy the initial comment), whether to concede the point with an amended filing or to continue defending the initial disclosure approach, and how to minimize the risk of a third round of comments (28–40 min); (5) SEC Staff clearance letter confirmation and next-cycle disclosure adjustment advisory call — arrives when SEC Staff issues the clearance letter confirming that the company's CD&A responses have resolved all outstanding comments, requiring advisement on which CD&A disclosure commitments made in the response letters must be carried forward into the following year's proxy statement under Item 402 and Staff's clearance letter conditions, how to build the required disclosure commitments into the compensation committee's calendar for the following annual cycle, and whether any clearance conditions require interim disclosure in a Form 8-K (25–35 min). All three billing failure modes concentrate in the February–June proxy season window for calendar-year companies — the most sector-specific temporal clustering pattern in corporate securities attorney billing. The EAJA pathway: when a failed Say-on-Pay vote triggers a shareholder derivative action challenging executive compensation under Exchange Act § 14A or Delaware entire fairness doctrine and the action is settled for a corporate benefit, the fee petition lodestar under Hensley v. Eckerhart, 461 U.S. 424 (1983), includes the proxy advisory response advisory calls and SEC CD&A comment letter advisory calls. Missouri v. Jenkins, 491 U.S. 274 (1989), covers fees-on-fees recovery but only if the merits billing record is complete. At 55% untracked: 3 clients × 5 advisory calls × 32 min × 55% = 264 min / 60 ≈ 4.4 hours = $1,980–$2,970/year at $450–$675/hr.

How ClaimHour fits executive compensation practice

If you advise public company clients on executive compensation disclosure, Say-on-Pay vote strategy, and SEC CD&A comment letter responses — with ISS Say-on-Pay recommendation advisory calls arriving on ISS's proxy season publication calendar 6–8 weeks before each annual meeting, Glass Lewis compensation review advisory calls arriving independently on Glass Lewis's separate publication timeline, and SEC CD&A comment letter advisory calls arriving 30–60 days after each proxy filing on SEC Staff's review calendar — and your invoices consistently understate the four-call ISS advisory cycle, the separate three-call Glass Lewis advisory cycle, and the five-call SEC CD&A comment letter response cycle that all concentrate in the February–June proxy season window — ClaimHour was built for that gap.

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